Goodwill and Other Intangible Assets

12 Months Ended

Sep. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

NOTE 7: GOODWILL AND OTHER INTANGIBLE ASSETS

The following table presents the balance of each major class of indefinite-lived intangible assets:



	September 30,
	2015		2014

	(in thousands)
Pawn licenses	$	8,836	$	8,836
Trade name	5,676		6,990
Domain name	—		13
	$	14,512	$	15,839

The following table presents the changes in the carrying value of goodwill, by segment in addition to discontinued operations, during the periods presented:



	U.S. Pawn		Mexico Pawn			Grupo Finmart			Other International		Discontinued Operations			Consolidated

	(in thousands)
Balances as of September 30, 2013	$	228,629	$	11,717		$	98,492		$	—	$	94,462		$	433,300
Goodwill impairment	—		—			—			—		(84,158		)	(84,158		)
Effect of foreign currency translation changes	—		(299		)	(2,512		)	—		246			(2,565		)
Balances as of September 30, 2014	$	228,629	$	11,418		$	95,980		$	—	$	10,550		$	346,577
Acquisitions	15,701		—			—			—		—			15,701
Goodwill impairment	—		(1,703		)	—			—		(10,550		)	(12,253		)
Effect of foreign currency translation changes	—		(2,399		)	(20,166		)	—		—			(22,565		)
Balances as of September 30, 2015	$	244,330	$	7,316		$	75,814		$	—	$	—		$	327,460

The following table presents the gross carrying amount and accumulated amortization for each major class of definite-lived intangible assets:



	September 30,
	2015							2014
	Carrying Amount		Accumulated Amortization			Net Book Value		Carrying Amount		Accumulated Amortization			Net Book Value

	(in thousands)
Real estate finders’ fees	$	1,643	$	(733	)	$	910	$	1,500	$	(713	)	$	787
Non-compete agreements	3,908		(3,147		)	761		3,823		(3,432		)	391
Favorable lease	1,001		(569		)	432		1,001		(484		)	517
Franchise rights	—		—			—		1,432		(210		)	1,222
Contractual relationship	13,579		(4,770		)	8,809		17,640		(4,418		)	13,222
Internally developed software	20,659		(4,959		)	15,700		23,851		(5,092		)	18,759
Deferred financing costs	16,614		(7,443		)	9,171		19,236		(4,093		)	15,143
Other	502		(363		)	139		547		(341		)	206
	$	57,906	$	(21,984	)	$	35,922	$	69,030	$	(18,783	)	$	50,247

On February 19, 2015, we completed the acquisition of 12 pawn stores in Central Texas doing business under the "Cash Pawn" brand and recorded $10.7 million in goodwill related to this acquisition. On August 17, 2015, we completed the acquisition of 13 pawn stores in Oregon and Arizona doing business under the "USA Pawn & Jewelry" brand and recorded $5.0 million in goodwill related to this acquisition. These acquisitions were made as part of our continuing strategy to enhance our earnings over the long-term. The factors contributing to the recognition of goodwill were based on several strategic and synergistic benefits we expect to realize from the acquisitions. These benefits include a greater presence in the Central Texas, Phoenix, Arizona and Oregon markets, as well as the ability to further leverage our expense structure through increased scale. Goodwill from these acquisitions was recorded in the U.S. Pawn segment. We expect substantially all of this goodwill will be deductible for tax purposes. See Note 3 for additional information regarding these acquisitions.

In accordance with FASB ASC 350-20-35, we test goodwill and intangible assets with an indefinite useful life for potential impairment annually, or more frequently when there are events or circumstances that indicate that it is more likely than not that an impairment exists. During the three-month period ended June 30, 2015, we evaluated events and circumstances and concluded that there were indicators of impairment under ASC 350-20-35-3C, including a continued decline in the market price of our Class A Common Stock and proposals issued by the U.S. Consumer Financial Protection Bureau in March 2015, whose impact was subsequently evaluated by management. We performed a quantitative Step 1 analysis under ASC 350-20-35 and determined that the fair value of each of our reporting units exceeded the carrying value, with the exception of our USFS reporting unit. The fair values of each reporting unit were determined based upon a discounted cash flow approach in addition to information pertaining to the fair value of similar businesses (market approach). We further measured the impairment of goodwill associated with the USFS reporting unit under Step 2 and determined that $10.6 million, the entire amount of goodwill associated with the USFS reporting unit, should be written-off during the three-month period ended June 30, 2015. The impairment was recorded under "Loss from discontinued operations, net of tax" on the consolidated statements of operations. No other long-term assets were determined to be impaired as of June 30, 2015.

During the fourth quarter ended September 30, 2015, we performed our required annual impairment test for all reporting units utilizing the income approach. The income approach uses future cash flows and estimated terminal values (discounted using a market participant perspective) to determine the fair value of each intangible asset. We recorded an impairment of $1.7 million included in “Operations” expense in our consolidated statements of operations as of September 30, 2015, the entire amount of the goodwill associated with our TUYO reporting unit.

As of September 30, 2015, the calculated fair value of each of the reporting units in the U.S. Pawn, Mexico Pawn and Grupo Finmart segments exceeded their carrying values by approximately 15%, 60% and 30%, respectively. Future events such as a decline in collections on Grupo Finmart loans or other unforeseen events may lead to future impairments of goodwill.

In the fourth quarter of fiscal 2015, we recorded a $3.7 million impairment of internally developed software and other assets, included in corporate “Administrative” expenses under in our consolidated statements of operations.

In fiscal 2014, we recorded a $1.6 million impairment of internally developed software, included in corporate “Administrative” expenses under in our consolidated statements of operations.

The amortization of most definite-lived intangible assets is recorded as amortization expense. The favorable lease asset and other intangibles are amortized to operations expense (rent expense) over the related lease terms. The deferred financing costs are amortized to interest expense over the life of the related debt instruments.

The following table presents the amount and classification of amortization recognized as expense in each of the periods presented:



	Fiscal Year Ended September 30,
	2015		2014		2013

	(in thousands)
Amortization expense in continuing operations	$	5,690	$	5,317	$	3,402
Amortization expense in discontinued operations	583		1,976		1,859
Operations expense	103		111		108
Interest expense	4,150		5,137		3,208
	$	10,526	$	12,541	$	8,577

The following table presents our estimate of future amortization expense for definite-lived intangible assets:



Fiscal Year Ended September 30,	Amortization expense		Operations expense		Interest expense

	(in thousands)
2016	$	7,052	$	106	$	2,985
2017	5,809		106		2,391
2018	5,328		106		2,320
2020	2,820		78		1,472
2021	2,348		72		3

As acquisitions and dispositions occur in the future, amortization expense may vary from these estimates.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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